Item 5.02. Departure of Directors or Certain Officers' Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)At its 2020 Annual Meeting of Shareholders (the "Annual Meeting"), BBQ Holdings, Inc. (the "Company") elected Charles E. Davidson to the Company's Board of Directors. Mr. Davidson, age 67, co-founded Wexford Capital LP, a registered investment advisor, in 1994 and serves as its Chairman and Chief Investment Officer. Mr. Davison has primary responsibility for the overall strategic direction of Wexford's investment activities, serves as the Portfolio Manager for the Wexford Spectrum Funds, the Wexford Catalyst Funds, and the Wexford Credit Opportunities Funds and is the Chairman of the hedge fund investment committee. From 1984 to 1994, Mr. Davidson was a General Partner of Steinhardt Partners, L.P. where he was responsible for all fixed income arbitrage, risk arbitrage, private equity, distressed/bankruptcy and special situation investments of the multi-billion dollar hedge fund. From 1977 to 1984, Mr. Davidson was employed by Goldman Sachs & Co. where he was the head of domestic corporate bond trading and proprietary trading. Mr. Davidson holds a MBA and a BA in economics from the University of California - Los Angeles.

An entity that Mr. Davidson controls is a franchisee of the Company. As a Company franchisee, Mr. Davidson paid approximately $314,000 and $308,000 in franchise royalties and contributions to the Company's system-wide marketing fund for the Company's 2018 and 2019 fiscal years, respectively.

On December 8, 2017, as a part of settlement of a legal dispute and distressed situation, the Company approved the transfer of seven franchise restaurants in Utah and Washington (the "Transferred Restaurants") to an entity (the "Acquirer") controlled by Mr. Davidson.

The previous franchisee of these seven restaurants experienced financial difficulties for more than one year and, at the time of the sale to the Acquirer, was more than one year in arrears with royalty, miscellaneous and national advertising fund payments that totaled approximately $1.4 million. The previous franchisee engaged a broker who marketed the franchise for several months, which resulted in two potential buyers, one of whom dropped out of the process. These stores were severely neglected, and this was determined to be the best path to economic recovery.

In connection with settling the dispute with the previous franchisee, the Company collected $350,000 in cash from the previous franchisee. Pursuant to the settlement, the Company wrote off accounts receivable of approximately $1.0 million.

As part of the transaction, the Company agreed to certain concessions in order to facilitate the transfer of the Transferred Restaurants to the Acquirer and to incentivize the Acquirer to invest the funds necessary to improve the operations of the Transferred Restaurants and to provide innovation to the Famous Dave's concept. The economic concessions consisted of the following:

• A $500,000 repairs and maintenance credit (the "R&M Credit"), payable through a

50% reduction in required royalty payments until the credit is exhausted;

Royalty relief, in addition to the R&M Credit, of 2.0% in months one through 12

• for an effective royalty rate of 3.0% and 1.0% in months 13 through 24 for an

effective royalty rate of 4.0%, and a full royalty of 5.0% to be paid

thereafter;

• Development rights in the states of Utah and Washington in exchange for a

commitment to open three restaurants before May 1, 2027; and

• Waiver of initial and future franchise fees and area development fees.

In addition to these economic concessions, the Company modified its standard franchise agreement to eliminate or limit certain obligations of Acquirer as a franchisee, including:

• Waiver of reacquisition fees for two additional ten-year terms;

• Acquirer will spend 1.0% of net sales on local marketing, as opposed to the


   standard 1.5%.


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(e)At the Company's Annual Meeting on June 16, 2020, the Company's shareholders approved an amendment to the Company's 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance from 1,000,000 shares to 1,500,000 shares. The Amended Plan is a long-term incentive plan pursuant to which awards may be granted to certain employees, independent contractors and directors of the Company, in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and performance-based awards.

The foregoing description of the Amended Plan is not complete and is qualified in its entirety by the complete terms and conditions of the Amended Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. In addition, a description of the material terms of the Amended Plan was included in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 27, 2020 (the "Proxy Statement").

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on June 16, 2020. At the Annual Meeting, the Company's shareholders took the following actions:



    (i)     The shareholders elected eight directors to serve as members of the Company's
            Board of Directors until the next annual meeting of shareholders. The shareholders
            present in person or by proxy cast the following numbers of votes in connection
            with the election of directors, resulting in the election of all director
            nominees:

Nominee                                  Votes For                     Votes Withheld
Anand D. Gala                                     6,487,520                            173,595
Charles E. Davidson                               6,489,749                            171,366
Peter O. Haeg                                     5,942,953                            718,162
Richard A. Shapiro                                5,894,773                            766,342
Jeffery Crivello                                  6,441,078                            220,037
Bryan L. Wolff                                    5,889,161                            771,954
Richard Welch                                     3,513,578                          3,147,537
David L. Kanen                                    5,233,714                          1,427,401



    (ii)    The shareholders ratified the appointment of Schechter, Dokken, Kanter, Andrews &
            Selcer, Ltd. as the Company's independent registered public accounting firm for
            fiscal year 2020. There was 8,058,647 votes cast for the proposal; 23,780 votes
            were cast against the proposal; 20,410 votes abstained; and there were no broker
            non-votes.
    (iii)   The shareholders approved the amendment to the Company's 2015 Equity Incentive
            Plan to increase the number of shares of common stock reserved for issuance from
            1,000,000 to 1,500,000, as described by the Company's Proxy Statement.  There were
            6,342,378 votes cast for the proposal; 294,679 votes cast against the proposal;
            24,058 votes abstained; and there were 1,441,722 broker non-votes.
    (iv)    The shareholders approved the Company's executive compensation, as described by
            the Company's Proxy Statement. There were 6,202,795 votes cast for the proposal;
            417,583 votes were cast against the proposal; 40,737 votes abstained; and there
            were 1,441,722 broker non-votes.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:




Exhibit No.   Description
10.1            Amended and Restated 2015 Equity Incentive Plan.




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